Interviewer: Great! The Chairman of the Board shall, in consultation with the Chief Executive Officer (if these are separate individuals), the Corporate Secretary. In the event that a Director inadvertently discloses information that may be material and non-public, he or she should immediately so advise the Company counsel. Fixing of compensation and perquisites for members of the Board of Directors; Creation of Committees of the Board of Directors, the definition of authority of such Committees, approval of Committee charters and amendments thereto, and the appointment of Committee members and Chairpersons; Election of officers to positions designated in the Company’s bylaws and the fixing of compensation and perquisites of executive officers and any other members of executive management as the Board deems appropriate; and. Dare to lead. So witnessing this shift or this ethical transformation where strong ethics and core values are no longer simply nice to have and  senior management is being held to a higher ethical standard. Standards of Practice for Licensed Practical Nurses in Canada (effective June 3, 2013) – Defines the … Watch the recorded CONVERGE20 Sessions on-demand in the Converge Community. Before the implementation of the Convercent Disclosure Manager, I would say I probably captured 2% of the conflicts of interest at the company, and now we have had an 86% response rate in the campaign, which isn’t actually even finished. Check back here to see when it comes back. In addition, it is the sense of the Board of Directors that any Director whose principal occupation or business association has changed substantially from the time he or she was elected to the Board of Directors should volunteer to resign from the Board. Consistent with that function, the following are the primary responsibilities of the Board: In discharging their responsibilities, Directors must exercise their business judgment to act in a manner that they believe in good faith is in the best interests of the Company and its shareholders. So looking at the current state and ahead, building these more ethical companies helps the businesses, helps Under Armour around brand reputation, around risk mitigation, revenue, etc. Committee, the appropriateness of such Director’s continued service. Last question. Director voting against a proposal may ask to have his or her dissent recorded in the minutes of the meeting, and the secretary for the meeting shall do so. The intention of the Board is that one of the Company’s independent Directors shall serve as the Lead Director. The Board of Directors has adopted guidelines for the adoption of resolutions, which are included as Appendix I.  Insofar as is practicable, the text of resolutions to be submitted to the Board of Directors for approval shall be distributed in advance of the meeting at which they will be considered. Additional meetings may be scheduled as necessary or appropriate in light of circumstances. On an annual basis, the Corporate Governance and Sustainability Committee shall consider the size and composition of the Board and report to the full Board the results of its review and any recommendations for change. So let’s shift over and talk about technology a little bit. The Board of Directors continues to believe that an alignment of Director interests with those of shareholders is important. All overtime work shall be consensual. INTRODUCTION The foundation of Li & Fung’s culture lies in our history and our values. to excuse one or more of these officers from all or portions of any meeting. The Board of Directors is responsible for selecting candidates for Board membership and for extending invitations to join the Board of Directors through the Corporate Governance and Sustainability Committee. Requests for action by the Board of Directors should include the recommendation of management and be accompanied by any historical or analytical data that may be necessary or useful to the Directors in making a determination as to the advisability of the matter. Other than in exceptional circumstances, the sum of regular and overtime hours in a week shall not exceed 60 hours. The company was founded in 1996 by Kevin Plank and has grown exponentially in the past 20 years. How have their roles changed? Under Armour has a strong code of ethics that they claim to abide by. Privacy Policy Never follow. With respect to any matter, a Director voting against a proposal may ask to have his or her dissent recorded in the minutes of the meeting, and the secretary for the meeting shall do so. Committees and their Chairpersons shall be appointed by the Board of Directors annually at the Annual Meeting of the Board of Directors, on recommendation of the Corporate Governance and Sustainability Committee in consultation with the Chairman of the Board. Under Armour has great access to and a long relationship with the military and this has the taint of a co-op of one of its symbols for financial gain in separate segment. We are the world’s number one, we like to think, maker of athletic apparel, and we also have several fitness apps, My Fitness Pal and Map My Run. Interviewer: Good. Under Armour, meet Ethics. In developing its evaluation criteria, the Committee may choose to benchmark the practices of other boards of directors; circulate surveys, questionnaires and evaluation forms to Directors; and use such other methods as it may deem helpful and appropriate in order to assess the Board’s effectiveness. IOI Group’s Code of Business Conduct & Ethics sets the standard for our commitment to working with integrity. But I don’t know if that’s really ethics-based, you know? The shirt was called “Band of Ballers,” a take-off on the “Band of Brothers,” the book and movie series about the U.S. Marines who hoisted the American flag on Iwo Jima. . Information to be Distributed Prior to Meetings, The Board of Directors has adopted guidelines for the adoption of resolutions, which are included as. The Chairman of the Board shall, in consultation with the Chief Executive Officer (if these are separate individuals), the Corporate Secretary and the Lead Director, prepare an annual schedule of meetings for the Board of Directors and the standing Committees thereof. Be inclusive. We have approximately $5 billion in revenue. I’m the Ethics and Compliance Officer at Under Armour. : We found that we have been able to utilize a great partnership with the Convercent Ethics Cloud Platform in our day-to-day. Interviewer: Great, I have a few questions on the industry. : That’s good. : Can you tell me a bit about Under Armour, company, number of employees…. I think Under Armour truly respects the military beyond a market share and their caving in to the outrage was likely made out of actual respect and not fear of of the bottom line which will actually increase brand loyalty. To the extent practicable, information regarding matters to be considered at Committee meetings shall be distributed to Committee members a reasonable period of time before such meetings. Strategic analysis of Under Armour, complete with recommendations. Product announcements, speaker videos and more ethical inspiration. The Lead Director shall be elected by vote of the non-management Directors and shall be responsible for coordinating the activities of the other non-management Directors, including the establishment of the agenda for executive sessions of the non-management Directors, with or without the presence of management, as required by these Guidelines. In such circumstances, the non-management Director calling the executive session shall consult with the Lead Director as to the time, location and agenda for such executive session. In no event shall any Director disclose any material non-public information concerning the Company. The CLPNA adopted the Canadian Council of Practical Nurse Regulator’s (CCPNR) Standards of Practice, Code of Ethics, and Entry to Practice Competencies as the documents required under the Health Professions Act on June 3, 2013. Directors may suggest the addition of any matter to a meeting agenda. It builds upon the values we share. Each Committee Chairperson shall designate an individual of his or her choice to act as Secretary at, and to record the minutes of, Committee meetings. How is the Convercent Ethics Cloud Platform helping you move beyond the reactive checkbox compliance management to a proactive and focused ethics and compliance management? Each year, the Corporate Governance and Sustainability Committee shall reevaluate these Corporate Governance Guidelines and recommend to the Board of Directors such revisions as it deems necessary or appropriate for the Board to discharge its responsibilities more effectively. We have approximately $5 billion in revenue. Consistent with these values, we seek to do business with suppliers and their subcontractors that adhere to these practices, follow established work place practices and comply with our Code of Conduct (the "Code"). Check out the Under Armour sale for save on some of the best compression gear on the market - whether you’re hitting the gym, the court or the track, Under Armour’s apparel has your back. and report to the full Board the results of its review and any recommendations for change. Last question. Board Interaction with Institutional Investors, the Press and other Constituencies. It has to be at the core of your business initiatives to have ethical business practices. Interviewer: That’s good. So let’s shift over and talk about technology a little bit. The orientation program shall address the Company’s strategic plans, significant risk exposures, compliance programs (including its Code of Ethics and Business Conduct) and may include presentations by the Company’s executive management, internal auditors and independent auditors, as well as one or more visits to the Company’s headquarters or other operating sites or facilities. Amy: Under Armour is a global company that makes athletic apparel. It has to be at the core of your business initiatives to have ethical business practices. The Chairman of the Board shall chair all meetings of the Board of Directors. T… The agenda for the orientation program shall be determined by the Chairman of the Board, in consultation with the Chief Executive Officer (if different from the Chairman of the Board), the Chief Financial Officer, the Corporate Secretary and the Lead Director, who may consult as appropriate with the Chairpersons of the standing Committees of the Board of Directors. The Board of Directors, the Committees thereof and the Lead Director (on behalf of the non-management Directors as a group) shall be entitled, at the expense of the Company, to engage such independent legal, financial or other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authority. So witnessing this shift or this ethical transformation where strong ethics and core values are no longer simply nice to have and  senior management is being held to a higher ethical standard. : I function as the Ethics and Compliance Officer for Under Armour, and I have a very small team of three, myself included. In no event shall any Director disclose any material non-public information concerning the Company. The garment industry jobs are firmly overseas where wages are low facilitating high margins. Questions about such information should be directed to the Company counsel. Any transaction involving the Company and a Director or an executive officer or entities controlled by a Director or an executive office, © Under Armour™, Inc. From time to time, the Board may designate, Committees and their Chairpersons shall be appointed by the Board of Directors annually at the Annual Meeting of the Board of Directors, on recommendation of the Corporate Governance, Committee in consultation with the Chairman of the Board. The Board of Directors shall have the authority to disband any ad hoc or standing Committee when it deems it appropriate to do so, provided that the Company shall at all times have Audit, Compensation and Corporate Governance Committees and such other Committees as may be required by applicable law or listing standards. The Board of Directors shall meet at least 4 times a year, generally at 3 month intervals. Amy: Technology is imperative in the current ethical climate. STANDARDS OF PRACTICE & CODE OF ETHICS. Committee members and other Directors may suggest the addition of any matter to the agenda for any Committee meeting upon reasonable notice to the Committee Chairperson. There shall always be at least a majority of Directors that meet the independence requirements of applicable law, listing standards and, to the extent applicable, the Company’s charter. We have a lot of common interests and common goals and common values. The agenda for the orientation program shall be determined by the Chairman of the Board, in consultation with the Chief Executive Officer (if different from the Chairman of the Board), the Chief Financial Officer, the Corporate Secretary, Committee shall reevaluate these Corporate Governance Guidelines and recommend to the Board of. Adversity fuels victory. The Chairman of the Board and the Chief Executive Officer (if not the same as the Chairman), or designee, shall establish an agenda for each meeting of the Board of Directors, which may include matters additional to those contemplated by the annual schedule of meetings of the Board of Directors. Any Director is free to recommend a candidate for nomination to the Board of Directors. shall be entitled, at the expense of the Company, to engage such independent legal, financial or other advisors as they deem appropriate, without consulting or obtaining the approval of any officer of the Company, with respect to any matters subject to their respective authority. Any Director is free to recommend a candidate for nomination to the Board of Directors. Terms & Conditions Discover More of the Best Savings. Among other considerations, such disclosures may violate applicable law. Learn more about our Vision & Values, Brand & Business, and how to join or contact us. Directors who also serve as chief executive officers or in equivalent positions of the Company or other public companies should not serve on the board of directors of more than two other public companies, and other directors should not serve on the board of directors of more than three other public companies. To the extent practicable, the schedule shall reflect agenda subjects that are generally of a recurring nature and are expected to be discussed during the year in question. If any member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, so long as the Company does not limit the number of other audit committees on which the Audit Committee’s members may simultaneously serve, then, in each such case, the Board of Directors shall determine that such simultaneous service will not impair the ability of such member to effectively serve on the Audit Committee. They talk about obeying the laws but in this particular incident, they broke NCAA rules. Amy: I function as the Ethics and Compliance Officer for Under Armour, and I have a very small team of three, myself included. UNDER ARMOUR SUPPLIER CODE OF CONDUCT AT UNDER ARMOUR, OUR HOUSE HAS BEEN BUILT AROUND FOUR PILLARS Each standing Committee shall have the authority and responsibilities delineated in the Company’s bylaws, the resolutions creating them and any applicable charter. Committee shall annually evaluate the performance of the Board of Directors as a whole. A Director shall provide advance notice to the Chairman of the Board of his or her acceptance of an invitation to serve on the board of directors of any other public company. And so we’ve moved away from ethics is a nice-to-have thing and something that we all hold hands and sing about, and now it’s an absolute must for our organization. Under Armour’s commitment to Baltimore is not to provide manufacturing jobs to the large number of poor residents in the city. Take a look at … The offices of Chairman of the Board and Chief Executive Officer may be at times combined and at times separated. We believe that we should always conduct ourselves and our business openly, honestly and in compliance with all applicable laws. A Director will, however, be expected not to stand for re-election after the age of 75. : Great! Each Director’s continuation on the Board will be reviewed at the expiration of his or her term and before that Director is re-considered for election. When meeting without the Chairman, any item proposed by any non-management Director may be included on the agenda upon reasonable prior notice to the Lead Director. Where time or circumstances prohibit advance delivery of materials, the Chairman of the Board or his designee shall provide advance notice of the subject matter and the principal issues involved through an oral communication in advance of the meeting, followed by a complete presentation and discussion of the matter at the meeting. such information should be directed to the Company counsel. Among other considerations, such disclosures may violate applicable law. On October 14, 2019, we adopted an updated Code of Conduct, where we ask all our teammates to Make the Right Call in everything they do. The proposed annual schedule of meetings of the Board and its standing Committees shall be presented to the Board of Directors for approval. The Chief Executive Officer (if a different individual than the Chairman of the Board), the Chief Financial Officer and Company counsel shall also attend all meetings of the Board, subject to the Board’s discretion to excuse one or more of these officers from all or portions of any meeting. Any transaction with a third party, above thresholds established by the Board from time to time, having a purpose that is related to one or more of the Company’s principal operating areas that shall include the following: purchase and sale of the Company’s assets from and to third parties; purchase, sale or construction of office buildings in which the Company is the principal occupant; and, number of directors of the Company shall be such as is from time to time fixed by, or in the manner provided in, the Company’s bylaws. Can you comment on that? The code of ethics starts with the employees. Under Armour's code of conduct includes a statement that "we will not tolerate harassment of any kind" and includes " sexual harassment and unwelcome conduct… Amy: We definitely have a really huge and direct impact on the Baltimore community, and we have a giveback where hundreds of teammates will go into, for instance, one school in particular and renovate it. The Board of Directors selects the Chief Executive Officer and certain other members of the executive management of the Company, who are charged with directing the Company’s business. The Board further believes that Directors who are also employees of the Company should retire from the Board at the same time they relinquish their corporate officer title, unless the Board requests that such Director continue his or her service. New Directors shall participate in an orientation program, which shall generally be conducted within two months of the Annual Meeting at which new Directors are elected. The Board of Directors shall meet at least 4, month intervals. for companies, people are seeing more and more CEOs sitting in Senate hearings having to defend unethical practices.